PROSPECTUS SUPPLEMENT
DATED MARCH 11, 1999
(To Prospectus dated October 14, 1998)
$1,750,000
COMVERSE TECHNOLOGY, INC.
4 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2005
INITIALLY CONVERTIBLE INTO 27,130 SHARES OF
COMMON STOCK, PAR VALUE $.10 PER SHARE
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All $1,750,000 aggregate principal amount of 4 1/2% Convertible
Subordinated Debentures due 2005 (the "Debentures") of Comverse Technology, Inc.
(the "Company"), and the 27,130 shares of common stock of the Company ("Common
Stock") issuable upon conversion of the Debentures, offered hereby are being
sold by the selling holders named in this Prospectus Supplement (the "Selling
Holders"). See "Selling Holders." This Prospectus Supplement should be read in
conjunction with the Company's Prospectus dated October 14, 1998 (the
"Prospectus"), and the information incorporated by reference therein. The
Company will not receive any of the proceeds from sales of Debentures or Common
Stock by the Selling Holders.
The Common Stock is traded on the Nasdaq National Market under the symbol
"CMVT."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
March 11, 1999
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No dealer, salesperson or any other person has been authorized in
connection with any offering made hereby to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus Supplement or the accompanying Prospectus, and if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Holders. This Prospectus Supplement and the
accompanying Prospectus do not constitute an offer to sell or a solicitation of
an offer to buy any security other than the Debentures (and the shares of Common
Stock issuable upon conversion of the Debentures) offered hereby, nor do they
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby by anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful
to make such offer or solicitation. Neither the delivery of this Prospectus
Supplement or the accompanying Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
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SELLING HOLDERS
The Debentures were originally issued and sold by the Company to, and
resold by, Lehman Brothers Inc., in transactions exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").
The Selling Holders (which term includes their respective transferees, pledgees,
donees and successors) may from time to time offer and sell pursuant to the
Prospectus and this Prospectus Supplement any or all of the Debentures and the
shares of Common Stock issued upon conversion of the Debentures.
Set forth below is certain information with respect to the Selling Holders
and the respective principal amounts of Debentures and number of shares of
Common Stock beneficially owned by each Selling Holder. Such information has
been provided by the Selling Holders. Except as set forth herein, none of the
Selling Holders has, or within the past three years has had, any position,
office or other material relationship with the Company or any of its
predecessors or affiliates. Because the Selling Holders may offer all or some
portion of the Debentures or the Common Stock issuable upon conversion thereof
pursuant to this Prospectus Supplement and the accompanying Prospectus, no
estimate can be given as to the amount of the Debentures or the Common Stock
issuable upon conversion thereof that will be held by the Selling Holders upon
consummation of any such sales. In addition, the Selling Holders may have sold
or otherwise transferred, in transactions exempt from the registration
requirements of the Securities Act, all or a portion of the securities reflected
in the following table as being owned by them since the date on which they
provided the information regarding such ownership. Finally, additional selling
holders may from time to time be identified and, to the extent required under
the Securities Act, information with respect to such additional selling holders
will be provided in a further supplement to the Prospectus.
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Principal Amount of Number of shares
Debentures Beneficially of Common Stock
Owned and Offered Beneficially
Selling Holder Hereby(1) Owned(1)(2)
- -------------- --------- -----------
Lehman Brothers Inc.(3)..................$1,000,000 15,503
Warburg Dillon Read LLC.................. 750,000 11,627
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(1) The principal amount of Debentures beneficially owned by each Selling
Holder named herein is less than 1% of the aggregate principal amount of
Debentures outstanding, and the number of shares of Common Stock
beneficially owned by each such Selling Holder is less than 1% of the
Company's outstanding Common Stock.
(2) Assumes conversion of the full amount of Debentures held by such holder at
the initial conversion rate of 15.5039 shares per $1,000 principal amount
of Debentures; such conversion rate is subject to adjustment in certain
circumstances as described in the Prospectus under the caption
"Description of Debentures--Conversion Rights." Accordingly, the number of
shares of Common Stock issuable upon conversion of the Debentures may
increase or decrease from time to time. Pursuant to the terms of the
Indenture under which the Debentures were issued, cash will be paid in
lieu of issuing fractional shares, if any, upon conversion of the
Debentures.
(3) Lehman Brothers Inc. has acted as manager or co-manager of offerings of
securities of the Company (including the Debentures) within the past three
years.
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